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FORM 10-Q 6/30/01
EXHIBIT 4.1
AMENDMENT NO. 9 TO LOAN AGREEMENT
This Amendment No. 9 to an Amended and Restated Loan Agreement dated as
of June 17, 1996, subsequently amended (the "Loan Agreement"), between The
Oilgear Company ("Company") and M&I Xxxxxxxx & Xxxxxx Bank ("M&I").
In consideration of the mutual covenants, conditions and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby expressly acknowledged, it is hereby agreed
that:
ARTICLE I - DEFINITIONS
When used herein, the following terms shall have the meanings
specified:
1. Amendment. "Amendment shall mean this Amendment No. 9 to Loan
Agreement.
2. Loan Agreement. "Loan Agreement" shall mean the Loan Agreement between
M&I and the Company, dated as of September 28, 1990, as Amended and
Restated on June 17, 1996, and subsequently amended.
3. Other Terms. The other capitalized terms used in this Amendment shall
have the definitions specified in the Loan Agreement.
ARTICLE II - AMENDMENTS
The Loan Agreement is deemed amended as of the date hereof as follows:
4. Article I - Definitions. "Commitment" The definition of "Commitment" is
hereby amended and restated in its entirety to read as follows:
Commitment. "Commitment" shall mean (i) the commitment of M&I to make
Revolving Credit Loans to the Company under the Loan Agreement up to
the maximum principal amount of Fourteen Million and 00/100 Dollars
($14,000,000.00) through the Commitment Termination Date, or such
lesser amount resulting from a termination or reduction of the
Commitment pursuant to Section 2.13, 2.18 or 7.1 of this Loan
Agreement; and, (ii) the commitment of M&I to make Revolving Credit
Loans to the Company under the Loan Agreement up to the maximum
principal amount of the Four Million and 00/100 Dollars ($4,000,000.00)
through the earlier of April 30, 2001.
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ARTICLE III - REPRESENTATIONS AND WARRANTIES
The Company hereby represents and warrants to M&I that:
5. Loan Agreement. All of the representations and warranties made by the
Company in the Loan Agreement are true and correct on the date of this
Agreement. No Default or Event of Default under the Loan Agreement has
occurred and is continuing as of the date of this Amendment.
6. Authorization; Enforceability. The making, execution and delivery of
this Amendment, the Revolving Credit Note and the Pound Sterling Note
and performance of and compliance with the terms of the Loan Agreement
as amended, have been duly authorized by all necessary corporate action
by the Company. This Amendment the Revolving Credit Note and the Pound
Sterling Note are valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.
7. Absence of Conflicting Obligations. The making, execution and delivery
of this Amendment, and performance and compliance with the terms of the
Loan Agreement as amended, do not violate any presently existing
provision of law or the Articles of Incorporation or Bylaws of the
Company or any agreement to which the Company is a party or by which it
is bound.
ARTICLE IV - MISCELLANEOUS
8. Continuance of Loan Agreement, the Notes and the Security Agreement.
Except as specifically amended by this Amendment, the Loan Agreement,
the Notes and the Security Agreement shall remain in full force and
effect.
9. Survival. All agreements, representations and warranties made in this
Amendment or in any documents delivered pursuant to this Amendment
shall survive the execution of this Amendment and the delivery of any
such document.
10. Governing Law. This Amendment and the other documents issued pursuant
to this Amendment shall be governed by, and construed and interpreted
in accordance with, the laws of the State of Wisconsin applicable to
contracts made and wholly performed within such state.
11. Counterparts; Headings. This Amendment may be executed in several
counterparts, each of which shall be deemed an original, but such
counterparts shall together constitute but one and the same agreement.
Article and Section headings in the Amendment are inserted for
convenience of reference only and shall not constitute a part hereof.
12. Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to
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the extent of such prohibition or unenforceability without invalidating
the remaining provisions of this Amendment or affecting the validity or
enforceability of such provision in any other jurisdiction.
In witness whereof, the parties hereto have executed this Amendment No.
9 to Loan Agreement as of this 12th day of March, 2001.
M&I Xxxxxxxx & Ilsley Bank (SEAL) The Oilgear Company (SEAL)
By: /s/ Xxxxxxxx X. Xxxxxxx By: /s/ X.X. Xxxxx
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Title: Vice President Title: Vice President, CFO and
Secretary
By: /s/ Xxxx Xxxxx
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Title: Senior Vice President
000 X. Xxxxx Xxxxxx 0000 X. 00xx Xxxxxx
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
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